FPS SERVICES, INC.
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903
February 28, 1997
Securities and Exchange Commission
Judiciary Plaza
Public Filing Desk
450 Fifth Street, NW
Washington, DC 20549
RE: IAA Trust Growth Fund, Inc. (the "Fund")
1933 Act File No. 2-24221
1940 Act File No. 811-1338
Ladies and Gentlemen of the Commission:
In accordance with the provisions of Rule 497(e) of the Securities Act of
1933, as amended, enclosed for filing on behalf of the Registrant is the
Company is the EDGAR transmission of the Supplement to the Fund's Prospectus
dated October 28, 1996, as supplemented January 1, 1997.
The purpose of this supplement is to disclose the change in Investment
Manager to the shareholders of the Fund.
Should you have any questions, comments or require further information, I can
be reached directly at (610) 239-4748. Thank you for your continued courtesy
and cooperation.
Sincerely,
Martin M. Fawzy
Corporate Compliance Administrator
<PAGE>
Filed pursuant to Rule 497(e)
1933 Act File No. 2-24221
1940 Act File No. 811-1338
IAA TRUST GROWTH FUND, INC.
Supplement to Prospectus dated October 28, 1996
CHANGE IN PORTFOLIO MANAGEMENT
Mr. Michael Marks has replaced Mr. Bruce Finks as Portfolio Manager for the
IAA Trust Growth Fund. Mr. Marks joined IAA Trust Company in 1993 and
manages the equity portion of the IAA Trust Asset Allocation Fund, the
international Common Trust Funds and a number of trust accounts. Mr. Marks'
biography is noted on page 25 of the Prospectus.
This supplement is dated January 1, 1997.
